Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
PARKERVISION, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
701354300
(CUSIP Number)
Thomas Staz
c/o 1221 Capital Partners LLC
1221 Brickell Avenue, Suite 2660
Miami, Florida 33131
(305) 374-4243
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 22, 2021
(Date of Event Which Requires Filing of This
Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f)
or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP
No. 701354300
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SCHEDULE
13D
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Page
2
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1
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Names of Reporting Persons
Thomas Staz Revocable Trust dated 7/17/98, Thomas Staz
Trustee
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
4,017,169(1)
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
4,017,169(1)
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
4,017,169
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
☐
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13
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Percent of Class Represented by Amount in Row (11)
5.7%
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14
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Type of Reporting Person
OO
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(1)
Thomas Staz, as Trustee, has voting and dispositive
power.
Item 1. Security and
Issuer.
This
statement on Schedule 13D (the “Schedule 13D”) relates
to the common stock, $0.01 par value per share (the “Common
Stock”) of ParkerVision, Inc., a Florida corporation (the
“Issuer”) whose principal executive offices are located
at 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida
32207.
Item 2. Identity and
Background.
This
Schedule 13D is being filed by the Thomas Staz Revocable Trust
dated 7/17/98 (the “Reporting Person”).
The
Reporting Person, a revocable trust, was established in 1998 under
California law by Thomas Frederick Staz, as settlor, for the
benefit of himself and certain of his family
members. The principal business address of the Reporting
Person is 1221 Brickell Avenue, Suite 2660, Miami, Florida
33131.
The
trustee of the Thomas Staz Revocable Trust dated 7/17/98 is Thomas
Staz (the “Trustee”). The Trustee’s
principal business address is c/o 1221 Capital Partners LLC, 1221
Brickell Avenue, Suite 2660, Miami, Florida 33131, and his
principal occupation is as a partner at 1221 Capital Partners LLC,
a Miami based private equity firm. The Trustee is a citizen of the
United States of America.
During
the last five years, neither the Reporting Person nor the Trustee
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During
the last five years, neither the Reporting Person nor the Trustee
have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding, he or it was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of
Funds or Other Consideration.
On
February 28, 2019, the Reporting Person loaned the Issuer $200,000
in tranche 1 pursuant to a convertible note ("Note 2019A"). Note
2019A paid quarterly interest through December 31, 2020 in shares
of the Issuer in the aggregate of 140,045 shares of Common Stock.
On February 22, 2021, the $200,000 principal of Note 2019A was
converted into 800,000 shares of Common Stock of the
Issuer.
On
March 7, 2019, the Reporting Person loaned the Issuer $200,000 in
tranche 2 pursuant to a convertible note ("Note 2019B"). Note 2019B
paid quarterly interest through December 31, 2020 in shares of the
Issuer in the aggregate of 143,323 shares of Common Stock. On
February 22, 2021, the $200,000 principal of Note 2019B was
converted into 800,000 shares of Common Stock of the
Issuer.
On
February 22, 2021, the additional aggregate quarterly interest for
Note 2019A and Note 2019B through February 22, 2021 was converted
into an aggregate of 28,623 shares of Common Stock of the
Issuer.
On May
15, 2019, the Reporting Person loaned the Issuer $100,000 in
tranche 3 pursuant to a convertible note ("Note 2019C"). Also on
May 15, 2019, the Reporting Person loaned the Issuer $100,000 in
tranche 4 pursuant to a convertible note ("Note
2019D").
As of
February 27, 2020, the outstanding balance of Note 2019C and Note
2019D in the aggregate was $237,444 representing the unpaid
principal and accrued interest. On February 28, 2020, the Reporting
Person and the Issuer mutually agreed that the Issuer would issue
to the Reporting Person an aggregate of 1,526,426 shares of Common
Stock as repayment for the aggregate $237,444 of unpaid principal
and accrued interest under Note 2019C and Note 2019D.
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CUSIP
No. 701354300
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SCHEDULE
13D
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Page
4
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The
Reporting Person purchased an aggregate of 258,752 shares of Common
Stock of the Issuer in open market transactions from May 7, 2019
through March 29, 2021 at various prices ranging from $0.06 to
$1.831 for aggregate consideration of approximately
$35,482.
Pursuant
to a securities purchase agreement dated January 5, 2021, the
Reporting Person purchased 320,000 shares of the Issuer's Common
Stock in a private placement at a purchase price of $0.35 per
share. An aggregate of $112,000 was paid for the shares of Common
Stock issued in a private placement pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder.
The
source of funds used by the Reporting Person to make loans to the
Issuer and to acquire the shares of Common Stock in the open market
transactions and in the private placement was ordinary business
income of the Trustee of the Reporting
Person.
Item 4. Purpose of
Transaction.
The
Reporting Person acquired the securities described in this Schedule
13D for investment. The Reporting Person currently intends to hold
the shares of Common Stock of the Issuer for investment purposes,
though the Reporting Person may purchase or sell shares of the
Common Stock of the Issuer from time to time in market or private
transactions depending on market conditions. Other than as
discussed herein, the Reporting Person has no plans or proposals
which relate to or would result in any of the transactions
enumerated in paragraphs (a) through (j) of Item 4 of the form of
Schedule 13D promulgated under the Securities Exchange Act of 1934,
as amended.
Item 5. Interest in
Securities of the Issuer.
(a) The
Reporting Person beneficially owns 4,017,169 shares of Common Stock. Such
number of shares of Common Stock represents 5.7% of the class of
securities, based on 69,886,849 shares of Common Stock outstanding,
as reported in the Issuer’s Annual Report on Form 10-K filed
on March 31, 2021.
(b) The
number of shares as to which the person has:
(i)
Sole power to vote or direct the vote: 4,017,169
(ii)
Shared power to vote or direct the vote: 0
(iii)
Sole power to dispose or direct the disposition: 4,017,169
(iv)
Shared power to dispose or direct the disposition: 0
(c)
Transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing
of the Schedule 13D, whichever is less, by the Reporting Person are
described below. All such transactions were effected in the open
market through a broker.
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Trade
Date
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Number
of Shares of Common Stock
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Price
Per Share
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1/29/2021
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1,000
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$0.987
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2/3/2021
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5,000
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$1.831
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3/17/2021
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1,000
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$1.507
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3/29/2021
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400
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$1.367
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(d) No
other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares reported above in this Item 5.
(e) Not
applicable.
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CUSIP
No. 701354300
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SCHEDULE
13D
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Page
5
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Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The
Reporting Person does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but
not limited to any contracts, arrangements, understandings or
relationships concerning the transfer or voting of such securities,
finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed
as Exhibits.
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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THOMAS STAZ
REVOCABLE TRUST DATED 7/17/98, THOMAS STAZ TRUSTEE
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Date: April 7,
2021
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By:
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/s/ Thomas
Staz
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Name: Thomas
Staz
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Title:
Trustee
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